Mommy
by ChillyFries
Summary: Ben used to wish that that night never happened, and that Big Chill's offspring never came into existence. But now that his Necrofriggian larvae are in danger, what would Ben do to save them?
1. Chapter 1

For Gwendolyn Tennyson, spring break wasn't a vacation; it was a chance to catch up. With an Ivy League workload and the responsibility of protecting the study body as Lucky Girl on her plate, there wasn't enough time in the day to finish everything. She had been selectively sacrificing assignments to spread the damage evenly over all her classes, but her GPA had still declined more than she would like to admit. Now was her chance to change that.

She had returned to Bellwood only hours ago, but her face was already buried in a textbook. She wasn't in her own room, unfortunately. Kevin insisted on stopping by Ben's place so he could try out the new Sumo Slammers game. Uncle Carl had let Gwen use his work room so she could theoretically study in peace, but even from the other side of the house she could hear the boys whooping and hollering and trash-talking each other.

Just when she managed to drown the noise out, another sound caught her attention. A loud thump came from the window to her right. By the look of it, whatever hit the glass had cracked it on impact. She panicked. Her aunt and uncle were not going to be happy about this.

Upon closer inspection, Gwen realized that it wasn't a crack at all. It was a small burst of ice crystals, like an oversized, misshapen snowflake stuck to the glass. Not a normal sight for spring, especially in California.

She made her way to the back door, her eyes flashing magenta as she scanned the mana of whatever was outside. It didn't seem like much of a threat. It was small, maybe the size of a cat, and didn't have much of an aura around it. Its life force was draining fast.

She found it outside, sprawled belly-up on top of an azalea bush. The tiny creature whimpered and weakly twitched its leathery wings in a vain attempt to turn over. One of its legs was covered with a stinking blue liquid, which confused Gwen at first, until she saw that it was dripping from a deep gash on its thigh. Blood.

* * *

"Suck it, Tennyson!"

Ben clenched his jaw and threw his controller onto the coffee table. Kenko the Shapeshifter beat his chest in victory on the TV. Kevin looked close to doing the same.

"Best four out of seven?" Kevin asked, nudging the other with his elbow. Ben looked away and tried not to snarl. Kevin had never even played this game before, but had already wiped the floor with him three matches in a row.

Before Ben could respond, he was distracted by a sharp scent, a mixture between metallic and sour. Usually strange smells didn't bother him—probably his mom trying some new vegan recipe—but this odor tugged at his stomach and tightened his throat. At first he read the feeling as disgust, but that wasn't right. It was closer to terror.

Kevin was saying something, but Ben wasn't listening. He turned towards the source of the smell and saw his cousin coming down the hallway. Something blue was cradled in her arms.

"Guys, we have a problem," Gwen said. "I found this outside. It's hurt. I patched it up the best I could, but I don't know if—"

Ben didn't let her finish. An invisible force which he could neither comprehend nor control was driving his body. He got up and snatched the object from her, only realizing what he had done after he had it in his arms. Whatever it was, it was freezing cold.

"Ben, what the heck!" Gwen shook his shoulders, snapping him out of his trace.

Ben blinked at her. "What?"

"Be careful with it," she scolded, reaching out to take it back. "You're going to hurt it even more."

"I am being careful!" He recoiled from her hand, turning so that his body was between her and... whatever he was holding. What was it, anyway? He had a gut feeling, and one glance down confirmed his suspicions.

In Ben's arms was a tiny baby Necrofriggian. It was still in the larval stage, pudgy and compact, with stumpy limbs that it waved around in an silent cry for the human boy hold it closer. The segments of its bulging green eyes had contracted in a way that was meaningless to a human, but Ben had spent enough time as Big Chill to identify it as an expression of fear.

He couldn't resist its signals. He hugged it tight to his chest, rocking forward and back slightly to soothe it. He wasn't sure why that motion occurred to him, but it seemed to be working. The baby vibrated in contentedness.

"Oh my god." Kevin got up and looked over Ben's shoulder. "Is that yours?"

That wasn't something Ben wanted to think about. He was positive it was one of those babies that Big Chill had birthed over a year ago, and seeing it again caught him completely off-guard. His mind wanted to forget that the whole embarrassing ordeal ever happened, but his heart was screaming for him to keep holding on to the larva and never let it out of his sights again.

He just nodded.

Kevin burst out laughing. "Holy crap!" He slapped the other boy teasingly on the back a little too hard, making him stumble forward. The sudden motion made the larva cry out in pain.

Ben cringed at the sound and pulled away from Kevin, then glared at him. "Watch it!" He stroked the baby's head to calm it down. It purred and snuggled up to him, and he couldn't help but smile.

"Awww, isn't that sweet," Kevin cooed. "You're such a good mommy."

Heat rushed into Ben's face. The embarrassment overpowered his instincts, and he pried the larva off himself, holding it at arms length. He noticed a blue-stained bandage wrapped around its leg. "How'd it get hurt?" He tried not to sound concerned, but it didn't work.

"No idea," Gwen said. "I patched it up as well as I could. The cut's pretty deep."

The larva stared at Kevin, growing increasingly agitated and squirming so much that Ben had to put it down on the coffee table. It limped to the far side, away from Kevin, and covered its head with its wings.

"I don't think it likes you," Gwen said, trying not to smile.

Kevin frowned and shrugged. "It's probably just hungry or something."

Ben nearly objected, until he realized that Kevin had a point. Even if it wasn't hungry at the moment, it would be soon. "You think there's enough solar radiation on Earth to feed it?" he asked Gwen.

She shook her head. "I doubt it."

He started scrolling through the Omnitrix playlist, considering each of his aliens as their icons came up. "Maybe there's an alien that can do it. NRG?"

"NRG radiates different kinds of particles than the sun," she pointed out. "You would probably kill it."

He stopped fiddling with the Omnitrix. "Maybe we should go the all-natural way." He stared expectantly at Kevin.

"No way." Kevin crossed him arms and snarled. "I'm not flying you all the way into space so you can feed that thing."

Gwen shot him a distraught look. "Kevin! You're just going to let it starve?"

"It's Ben's kid, so it's Ben responsibility. Besides, I'm low on gas."

"Yeah right, you have three weeks of fuel stocked in the back."

"That's for emergencies."

"This is an emergency!"

Ben sighed and flopped onto the couch. Gwen and Kevin were still arguing about the spaceship, but he wasn't listening.

If all else failed, he could go Jetray and carry the larva into space himself. He liked that idea better, even if he ran the risk of turning back to human while in space. At least he wouldn't have to deal with anyone else. He still couldn't decide whether he was mortified or elated about the larva showing up, and he wanted some alone time to work that out.

The baby peeked out from under its wing at Ben. It tried to crawl towards him, but its injured leg was making that too difficult, so could only drag itself along on its stomach. He couldn't tear his eyes away from it. Usually he wasn't a sucker for cuteness, but there was something irresistible about the larva.

Unable to stop himself, he gently lifted it into his lap and rubbed the base of its wings. It squealed with delight and snuggled up against his stomach. Happiness in its purest form filled him, a feeling that he hadn't experienced in a long time. He couldn't stop grinning.

"It's alright, little guy," he murmured to it. "Everything's gonna be fine now, okay?" He brought it up to his chest, and it pushed its head against the bottom of his chin and purred.

He spent a whole minute cuddling the baby and cooing sweet nothings before he realized that his friends had stopped arguing and were staring at him. Gwen seemed overjoyed by the turn of events. Kevin looked on in disbelief, and as soon as Ben noticed him, he started laughing his head off.

"I knew you're more in touch with you feminine side than most," Kevin said between chortles, "but this is ridiculous!"

Gwen gave him a glare that might as well have been a punch in the face, but he ignored it.

"Hold on, I need a picture of this." He rifled through his pockets in search of his phone. "This is gold."

Before Kevin could get a shot, Ben put the larva back onto the table, resisting the urge to pet it again. His face turned deep red. "Shut up!"

Gwen put her hand on Kevin's phone and lowered it. "Seriously Kevin, quit it. We have to figure this out."

Kevin huffed. "Fine. Say, Rook has a ship, doesn't he? Why don't you—"

"No!" The loudness and suddenness of Ben's response made the larva retreat under its wings again.

His cousin raised an eyebrow. "Why not? It's a good idea. And we're not getting into space any other way, apparently." She glowered at Kevin again.

Ben went silent. As far as he knew, Rook didn't know about the whole Big Chill incident—it wasn't in his Plumber file, he had checked—and the last thing he wanted was his new partner bugging him about the larvae. A year of dealing with Kevin had been bad enough.

"Fine," he said. "I don't know if he's up for it, but... I'll ask."

"But what are we going to do once we get it up there?" Kevin asked. "Do we just leave it there?"

"No way!" Ben shouted.

The other snickered. "Aww, Ben doesn't want to let go of his little baby!"

"I didn't say that." He looked away and gritted its teeth. "I mean, it's still wounded, it might not make it. We'll give it a few days and then leave it. Just because I don't want to keep it doesn't mean I want to kill it."

"So you're gonna fly up to the sun every day so it can eat?" Kevin crossed his arms and sighed, a mocking grin still on his face. "I sure hope Rook's up for that."

"He won't have to be," Gwen said, making her way to the front door and grabbing her bag. "I think I have a spell that can help. I can make a talisman that will store solar radiation for later. We'll be able to feed it for a week." She opened the door and gestured for Kevin to follow her. "Come on, I need to get a spellbook from my room. And I need someone to quiz me on the way," she added, pulling a stack of flashcards out of her bag.

Sensing that any further resistance to his girlfriend would land him in the doghouse, Kevin obliged without argument, and met Gwen at the door. Just before leaving, he turned to look at Ben one more time, shook his head and smirked. "Have fun with your new baby, _mommy_."

Whether Kevin left in a rush or Gwen yanked him out the door, Ben couldn't tell. What mattered was that they were gone, and it was just him and the larva.

Ben took out his phone and was about to dial for Rook when his gaze drifted back to the baby. It was shifting from its side to its stomach, trying to get comfortable on the hard wood of the table. The poor thing needed somewhere more comfortable to sit. Glancing around to check if the coast was clear, he picked it up and carried it to his bedroom. He tried not to look it in the eyes along the way.

Once or twice he caught himself stroking its wings, but he always stopped himself, much to the disappointment of the Necrofriggian. Initially it was because of embarrassment; no matter how many times he checked that the room was empty, his gut kept telling him that he was being watched, that people were laughing at him.

Besides, he couldn't afford to get too attached to this thing. He had to let it go in a few days. A part of him desperately wanted to keep it, but he knew that was a bad idea. He was a superhero, he didn't have time to take care of a baby alien.

Once he was in his room, he placed the larva on his bed and left immediately. It was probably doing something adorable, like burying its fat head under the blankets or something, and he didn't want to see any more of it. Well, maybe he did want to, but he couldn't afford to. He had things to do, and if the larva got him in its clutches again, he'd be stuck babying over it for hours.

He made a mental to-do list in order to distract himself as he walked to the kitchen. One, get something to eat. Two, call Rook. Three, do some battle training with Whampire. That would keep him occupied until it was time to leave. He was in the middle of step one when his phone started vibrating in his pocket. He closed the fridge and answered. "Hello?"

"Hello Ben," Rook greeted from the other end. Speak of the devil.

"Just the dude I needed to talk to," he said. "Think you could do me a favor?"

"That would depend on the favor. But first, there is business to discuss."

"Business?" Ben leaned against the fridge and raised an eyebrow. "Is something up?" Ben had dealt with his fair share of common crooks and standard alien havoc that week, but there hadn't been any signs of activity from the bigger intergalactic criminals.

"That is one way of putting it. You remember those reports of Psyphon running free that we received earlier?"

Ben snorted with laughter. "Oh right, those." The guy who had come in to make that report has been a total whackjob. There was video evidence that Psyphon had been in prison that whole time.

"Well, it appears that they were not as unfounded as we thought," Rook continued. "The prisoner turned out to be another of the same species, and Psyphon was caught on a security camera within our sector. He is, in fact, running free."

"So I guess we're going after him?"

"Magister Tennyson has given us the coordinates of where Psyphon was spotted. We are to track him down and capture him. I am on my way to pick you up now."

"Awesome!" Even if this wasn't the most exciting mission, Ben was still pumped to get out of the house and do something. There would be time to practice with Whampire later.

"What was that favor you wanted?" Rook asked.

"Oh, right." Ben glanced down the hall in the direction of his bedroom. "Well, since we're going into space anyway, I was wondering if we could take a little detour..."


	2. Chapter 2

"Ben, why again do you want to strap an infant Necrofriggian to the windshield?"

Ben, who was Astrodactyl at the time, pretended not to hear Rook's question. He picked up the cloth bag he had packed the larva in and some Plumber issue space tape, doing his best to ignore the smug look on Kevin's face.

"It's injured," Gwen explained. "We founded it outside of Ben's house. It feeds on solar radiation, so we needed to fly out here for it to eat."

And boy, was a meal overdue. The larva was asleep last they checked, but before it had been whining and throwing itself into every patch of sunlight it saw. It must have been starving.

Rook nodded, a lightbulb going off in his head. "Ah, I see."

Ben stepped out into the airlock, spreading his stiff wings. All he had to do was fly out and secure the larva to the windshield, then let it eat while Gwen worked on her solar radiation talisman.

"But my question is, why would a hatchling Necrofriggian ever fly down to a planet?" Rook asked. "It seems strange that one would venture all the way to Earth, and stranger still that it would end up at your residence. Do you think it's a message from someone?"

Kevin's eyebrows shot up. He leaned towards Rook, grinning. "You mean you don't know?"

"Kevin!" Ben was about to lunge at Kevin and shut him up, but the airlock doors closed before he could move. The air was sucked from the room and the door to the outside opened, which meant he couldn't bust down the door without killing everyone. He didn't hate Kevin that much. He sighed in defeat and flew out into the vacuum of space, trying to ignore the dread squeezing his stomach. He was never going to live this down.

He had never been outside so close to the sun before, and he hoped he never had to be again. The heat of the sun was sweltering, burning the thin membrane of his wings. He didn't know how long he could last out there.

Ben flew around to the other side of the ship, throwing himself into the full brunt of the sun's rays. Grimacing, he pulled the larva out of the bag. A chill went through him when he made contact with the baby. Even in this heat it remained ice cold, and just holding it made the situation a thousand times more bearable.

He wanted to hug it closer to cool himself down even more, but he suddenly became aware that his teammates in the ship were staring at him. Not only that, but Kevin was talking, probably recounting the night when Big Chill pumped out fourteen bouncing baby aliens. The embarrassed heat that rose in Ben's cheeks canceled out any benefit from the larva. He laid it out against the windshield and began taping it down.

Being Astrodactyl, it took Ben a bit longer to interpret the Necrofriggian's emotional state, but he soon realized that it was afraid of his current form. It struggled and squealed in fright, eyes locked on Astrodactyl's murderous beak. The reaction made him feel like his heart was cracking in half, both because it was so terrified, and because it didn't recognize him anymore. To top it all off, the larva's panic was making it next to impossible to secure it.

If only he had turned into Big Chill, then the heat wouldn't bother him and the larva would trust him enough to stay still. On the flip side, it would also mean completely giving into his instincts. He had a hunch that it was Big Chill's influence that was causing him to feel the way he did towards the larva, and he didn't want that to get any stronger. There was a villain on the loose. Once this was done with, he had to focus.

"Calm down, little guy," Ben muttered to it. "I'm not gonna hurt you."

It didn't understand him, but even if it did, it wouldn't have believed him. It continued to thrash.

Tentatively, Ben ran the side of his claw back and forth over its head, tracing the shape of its scalp markings. "It's alright, it's just me," he whispered to it. "It's just Ben."

The larva stopped flailing, and its eyelids began to droop. Once it was pacified, he fastened it to the windshield with a single piece of tape stretching over its belly. It ran its stubby arms over the tape in curious examination, but made no attempt to break free.

Ben realized that his shadow was blocking the sun from the larva, so he moved to the side. It squeaked in excitement and spread its limbs and wings out to catch as much radiation as it could. Seeing that it was content, Ben flew to the back of the ship and landed in the airlock, which closed and began refilling itself with air. His skin was still stinging from the harsh sunlight, but the pain subsided when he morphed back into human form.

He entered the cockpit with a satisfied smile on his face, though it was quickly killed when he saw a red-faced Kevin struggling to hold back a fit of laughter.

Rook turned to Ben, positively ecstatic. "Ben, I did not realize you were a mother! Congratulations!"

Ben slapped his forehead and groaned. "You just _had_ to tell him, didn't you?" he growled at Kevin.

Kevin shrugged. "He was going to find out sooner or later."

"You know, Ben, I have much experience with small children," Rook said. "If you ever need any assistance caring for it, I would be happy to lend a hand."

"Sure, whatever. You almost done with that talisman, Gwen?" Ben asked in a desperate attempt to change the subject.

Gwen sat cross-legged in her chair, staring with glowing eyes at a piece of orange crystal levitating in front of her. "Almost, give me a minute."

"Where do you plan to house the child?" Rook asked, his excitement growing. "Do your parents know yet?"

"No, they don't, and we're not going to 'house' it." Ben tried not to look at the silhouette of the larva on the windshield as he spoke. "We're just taking care of it until its leg gets better, then we let it go."

Rook's ears drooped in disappointment. "We are not keeping it?"

"That's not how Necrofriggians work," Ben said, glowering at the wall. "You don't keep them. You release them, and then they fly out into space and eat solar radiation and you never see them again. That's their whole thing."

At least, that was what he understood from what Kevin had told him after Big Chill's eggs hatched, but he had a sinking feeling that he was wrong. Pushing the larva away again would be a horrible crime; in fact, he should have been out searching for the other larvae and bringing them home too. He shook the idea off with the excuse that it was just Big Chill talking, but then again, wouldn't Big Chill know better than anyone?

None of that changed the fact that keeping the larva wasn't an option. He didn't have any time to devote to a child, let alone 14 of them, and that wasn't going to be fixed any time soon.

"You do not seem very happy about that fact," Rook said. "Are you sure you wish to abandon it?"

Ben tried to keep a straight face, but Rook's accusation cause his face to twitch with incriminating sadness—no, he didn't want to abandon it, not at all. Kevin noticed the momentary expression and burst out laughing. "Oh my god," he wheezed, "this is too sweet, I'm gonna hurl!"

Ben balled his fists and grimaced at Kevin, seconds away from dislocating the other's jaw.

"Done!" Gwen's voice stopped Ben before he could do something he would regret. He looked over her shoulder and saw the talisman, which was glowing dimly like a muted miniature sun. "I just need a few minutes for this to charge up, then we can head out," she said.

Ben sighed with relief. "Awesome. Once we're done here, we're going to find Psyphon, alright guys?"

"Do you not think we should bring the larva back to Earth first?" Rook asked. "A Plumber mission is not the safest environment for a small child."

Kevin smirked. "Jeez, you're just as bad as Ben."

"Rook's right," Gwen said with a nod. "We should head back first." She lifted up her spellbook. "Besides, I have to trade this in for a textbook."

"Very well." Rook began entering the coordinates for Earth into his navigation system. "Once the talisman is charged, we will return home."

The conversation petered off, leaving the room in silence. Ben sat down in the chair behind Rook and across from Kevin. Eventually Rook began asking Gwen a few questions about how the talisman worked. Kevin poked Ben's shoulder.

"Hey," he whispered, all hints of joking gone, "I've got a serious question for you."

Ben raised an eyebrow. "Yeah?"

"Well, I was just wondering..." He leaned in, and his smirk returned. "Who's the father?"

That was the last straw. Ben shot to his feet and howled in rage. "Would you shut up already!"

Gwen whipped her head around and was about to berate the both of them, but she was cut off by a frantic thumping on the windshield. The larva was thrashing again, slamming its hands against the glass and jerking its head from side to side. Listening closely, Ben could have sworn he heard it screaming.

Before any of them could react, a crimson object came out of nowhere and slammed into the glass, shaking the whole ship and missing the larva by inches. It was some sort of vaguely humanoid robot, with four armor plated arms and a wide, skull-like face. With a sweep of its claws it ripped the larva off of the windshield and into its clutches.

Ben's heart started beating so fast, it felt like it was rattling to pieces. "No, no, no...!" He fumbled with the Omnitrix and tried to turn into something, anything, but all he got was the low battery warning noise.

The red robot blasted upwards and out of sight. Rook gaped in stunned silence, until Ben shoved his shoulder. "What are you waiting for?" He shouted. "Go after it!"

Rook snapped out of it and focused. "Right." He fired up the ship's engines and pulled on the steering wheel. The ship careened upward, bringing the robot back into view.

Ben continued to tap away on the Omnitrix, but no luck. "Come on, come on, you stupid watch!"

He only looked up when he heard the sound of laser blasts. Rook was firing the ship's cannons at the robot, and although he had yet to hit it as it swerved back and forth, he was getting close to locking on.

But the robot still had the larva. A thousand grotesque scenarios flashed through Ben's mind: a blast accidentally hitting the larva, the robot's fuel tank getting blown up and the larva being burnt to a crisp, a piece of shrapnel being shot off of the drone and burying itself in the larva's fleshy, unprotected chest...

Before Rook could fire another shot, Ben grabbed his hand and yanked it off of the cannon controls. "Don't! You'll hurt the baby!"

Rook sighed and deactivate the weapons. "You are right."

"Great, now what are we supposed to do?" Kevin asked, throwing his hands in the air.

Ben was too busy staring at the robot to respond. It had to have some sort of weak point, and preferably one far from where it was holding the larva... Before he could make any conclusions, a wormhole opened up close by, and the robot made a beeline for it.

"Cut it off!" Ben ordered.

Rook shifted the ship into high gear and rocketed past the robot. He spun until the broad side of the ship was parallel to the wormhole, then decelerated rapidly, causing the droid to crash into them. Ben flinched at the gruesome clanking that followed and hoped with everything he had that the larva hadn't been squished in the process.

"Be careful!" he hissed.

"I am sorry, there is only so much I can do," Rook snapped back.

"I think I have an idea," Gwen said, opening her spellbook. "Rook, try and get as close as you can, and make sure I can see it."

Rook steered until the robot was back into view, then tailed it as it jetted around. Keeping up was no easy task; the robot was smaller and far more agile than the Proto-TRUK, and as soon as it was in sight it would make a sharp turn and vanish from view. But Rook was catching on to its flight patterns, and soon was keeping it in sight consistently enough for Gwen to make her move.

Eyes narrowed and glowing, she pressed her palms against the windshield. Geometric paths of mana emanated from her hands and formed a complex circular pattern on the glass. There was a long pause as she gathered her focus. Despite the ship's swerving to remain behind the robot, everything felt like it had come to a standstill.

As soon as the robot was directly in Gwen's line of fire, the tendons in her hands tensed and the runic circles exploded to life. Long magenta tendrils rushed ahead of them faster than the human eye could sense. Ben blinked from the harsh light, and when he opened his eyes the robot was tied up with ropes of energy.

Gwen smiled. "Got 'em." She began making grand gestures towards herself, signaling for the tendrils to reel the robot in.

Ben leaned in next to her, heart still pounding hard. "Is the larva okay?"

"Lets see." Gwen twitched her fingers like a puppeteer controlling a marionette, and one of the mana tendrils began to dig through the tangled mess that trapped the robot. After a tense minute of searching, it pulled out a small bundle of blue. Ben sighed with relief when he saw the larva's wings twitching. It was alive.

Rook collapsed back in his chair. "Good work, team." He sounded like he hadn't taken a breath through that whole dogfight.

Gwen took everyone else's deflation as a signal to relax, but unfortunately her grip on the robot relaxed with the rest of her. In one mad, thrashing effort, the droid untangled itself and slipped away.

Ben was the first to notice. "It got out!" he shouted. The robot lunged for the larva.

Realizing what was happening, Gwen jerked her arm back, sending the larva flying far away from the robot. Instead of giving chase, it cut its loses and turned around, heading for the wormhole again.

The Omnitrix was finally at full charge. "You guys pull the larva in," Ben said, scrolling through the watch's playlist. "I'll get tinhead."

He slammed down on the watch and transformed into Ghostfreak, then phased through the roof. Only then did he realized that being an Ectonurite this close to the sun wasn't a good idea. The sunlight seared his outer skin, releasing a thin fog of destroyed cells that floated behind him as he flew. Luckily his skin would protect him for a while, hopefully long enough to finish this.

Ben barreled forward at full speed, barely managing to catch the droid before it slipped away through the portal. He phased through its body and swiped his arms through its central electrical systems, causing it to glitch out and spiral away.

Before it could get too far, he grabbed it by one of its arms and pulled it back. He pushed his hand though its chest and into the battery pack. The connecting wires shorted out, leaving the robot without an energy source. It powered down.

The zero gravity environment made the robot easy to pull, which Ben was endlessly thankful for. He just wanted to get out of the sun. He phased both himself and the robot through the back airlock, then turned back into human form. The burning faded.

There was something familiar about the machine. Ben bent over it, scrutinizing its features. He had definitely seen that skull pattern on the face before. It was identical to the ones on those R.E.D battle drones that Psyphon had sent after him a while back.

Ben entered the cockpit. "Guys, I think I know who sent that robot," he said.

"Psyphon?" Kevin guessed. "We know. It's got the R.E.D logo on its face. I recognize the model, too. Psyphon practically owns the company that manufactures those."

Blank faced, Ben collapsed into his chair, trying to decode what was happening. It made sense for Psyphon to send a battle robot after them, but why kidnap the larva? It didn't make sense. Although, if there had been another attempt earlier, it would explain how the larva ended up with that gash in its leg, and why it had been so terrified when it showed up.

"What do you think it wanted with the larva?" Gwen asked.

"No idea, but that's why we're going to hunt it down." Kevin took out his Plumber's badge. "If we dig though its memory storage, we'll probably be able to figure out where it was receiving its orders from. We'll track Psyphon down, lock him up, and get some answers. I'll call Blukic and Driba, tell them to get the lab set up."

Ben nodded. "Sounds good to me." He glanced around and noticed that the larva was nowhere to be seen. Concern rose up inside him. "Hey, where's..."

Rook pointed to Ben's seat. "The larva is under there. It hid as soon as we brought it inside. We have not been able to coax it out."

"I'm no expert on Necrofriggian psychology," Kevin said, "but I pretty sure it's gonna end up traumatized."

Ben leaned over to check, and sure enough the larva was cowering under the chair, covering its eyes with its wings and quivering in terror. He almost reached a hand in to try and comfort it, but it shuddered the moment it saw movement and retreated farther back into its hiding spot.

"We should stay vigilant, in case any more R. come after us," Rook said as he turned the ship back towards Earth.

The trip back home was filled with idle chatter, mostly revolving around Psyphon's potential motivations for the attack, although they couldn't seriously discuss anything due to the dearth of information at their disposal. While the others threw hypotheses back and forth, Ben remained silent, preoccupied by his thoughts. Psyphon was clearly after the larva, and was probably responsible for it's previous injury. But why? What made it so special that Psyphon had to have it?

He spent ten minutes flipping the problem over in his mind when something troubling occurred to him. Didn't Necrofriggian larva travel in packs? Where were the others? He tried to tell himself that they were probably somewhere else in space, but if Psyphon considered one of them to be worth kidnapping, he probably felt the same way about the rest of them...

He fixed his eyes on the back of Rook's seat and did whatever he could not to think about that.

Something cold pressed against his heel. The larva. He could feel it shaking as it wrapped itself around his ankle. He moved his other foot so that Kevin wouldn't see it, but allowed it to stay where it was. It just needed something to hold onto. At least, that was what Ben told himself, but it wasn't the whole truth; he wanted the contact just as much as the larva did. For him, was assurance that the baby was still there, and that it was still okay.

He smiled grimly at his own thoughts. He was just being paranoid. The others were probably doing their thing on the other side of the sun or something, no big deal. Everything was going to be just fine. Right?

As much as he tried to convince himself of this, he couldn't. The larva was still quaking with fear. Something was terribly wrong.

Whatever it was, he was going to get to the bottom of it.

* * *

**Thanks everyone for all the reviews and support! I'm glad you're enjoying it. **

**Someone asked if I was going to address who the mother was going to be. I hope this doesn't drive anyone off, but I just want to set some expectations: this story will not include any shipping. (Except for maybe some sideline Gwevin stuff, but only because that's a canon part of how those two relate to each other.) That isn't to say I'll never address that. I might be writing sequels, and those could potentially involve some shipping. :D**


	3. Chapter 3

**I'm so sorry it's taken so long to update, this chapter was really hard to write for some reason. Unfortunately I can't promise faster updates right away because Camp NaNoWriMo starts tomorrow, so I'll be putting all my effort into another story. I do know where this is going though, so updates should be more regular after that.**

* * *

Things were slow going in the lab. Ben watched from the doorway as Kevin dug through the wiring inside the robotic arm, the two galvan lab techs watching from the rim of the arm's opening. Kevin was muttering something about Ghostfreak, probably in response to all the damage Ben's Ectonurite form did to the R. circuitry. Well, there was nothing he could do about that now. He left, hoping that the techies could find the information they needed despite the fried wiring.

Gwen sat on the ground in the hall outside the lab, a textbook in her lap. She didn't look up when Ben passed. "Any luck?" she asked.

"Not yet."

She nodded and returned her full focus to her work. Ben stayed put for a few seconds, waiting to see if Gwen was willing to talk to him. She didn't even notice him standing there. With drooping shoulders, he continued on. Maybe Rook would be willing to go out on a quick patrol with him. He needed something to distract him from this mess.

But Rook was nowhere to be found. He wasn't at his truck, or in any of the main rooms, or in the prisoner containment unit. He wasn't even in the employee lounge. Eventually he gave up, decided to text him instead. He hated texting Rook—the Revonnahgander always insisted on typing with perfect grammar, so it took forever for him to reply—but that was his best bet.

_hey rook,_ he typed, _where r u?_

Ben fiddled with the Omnitrix to pass the time. Five minutes later, his phone vibrated. He read the other's response.

_I am in my quarters bathing. I will be free to speak in fifteen minutes._

He groaned and shoved his phone in his pocket. He didn't know what Revonnahgander bathing entailed, and he wasn't too keen about walking in on Rook to find out. That meant fifteen minutes with nothing to do.

Well, nothing to do but think, that is. But that was the last thing he wanted.

So he passed the time by walking down the winding halls of Plumber Headquarters and thinking about everything but the Psyphon situation. Sumo Slammers. New Whampire strategies. Whether Ester would be willing to go on another date with him after that Nyancy Chan fiasco. But he could still feel his darker thoughts pushing against the other ones, fighting to break through and steal his focus. He had to mumble his thoughts out loud so that he could have something tangible to distract himself as well. If anyone had seen him like this, pacing around and muttering nonsense under his breath, they would have thought Ben Tennyson finally cracked.

He slowed to a stop when he heard a familiar screeching noise coming from behind a nearby door. He unlocked it with his Omnitrix—thankfully he had the clearance level to enter—and peeked inside.

The room was full of strange alien medical apparatus, but what caught Ben's attention was the glass incubator near the center of the room. Inside was the larva, laying on its side and clutching Gwen's sun talisman to its belly. Its injured leg was coated with shifting blue slime, most likely medical nanobots. When the Necrofriggian saw Ben, it rolled onto its stomach and shook its wings in exuberant joy.

At first, Ben considered leaving. He feared being around the larva would only make his worries more persistent. But he entered anyway and crouched beside the incubator so he was at eye level with the baby bug. Its big green eyes had a pacifying effect on Ben; he decided it was as good of a distraction as any.

Ben pulled up the most stool-like piece of equipment in the vicinity and sat next the the larva. He rubbed his finger over the glass lightly in front of its face. "Coochy-coo!"

It crossed its eyes and bobbed its head to follow the finger. Noticing the pattern, Ben began to drag his finger all over the glass pane, and the larva continued to snap its head around to track it. Every time it saw movement it grew more excited, and soon it was twitching its wings and slapping its arms against the floor. The more enthusiastic it became, the larger Ben's smile grew. The thing was just too darn cute.

Ben moved his finger in a wide loop and the larva jumped at it, flipping over and landing sprawled on its back. It screeched again, and Ben recognized the sound as one of joy. He couldn't stop laughing. "Look at you!" he exclaimed, leaning in further. "Aren't you a little cutie?"

Every other time he had been alone with the larva, he had been preoccupied by either embarrassment or panic. Now that he was calm, he had the chance to to take a long, objective look at the baby. When they hatched all of them had looked just about the same, but there was something odd about this one. Its markings were darker than Ben remembered, and more jagged. One of its cheek stripes branched up and went up and over its bottom eyelid. There was a dark, curving line running down the larva's stomach. At first he thought it was a scar, until he noticed similar faint trails on the wings.

His eyebrows shot up with concern. Was it sick? Well, if it did have some condition causing the physical changes, it wasn't fast-acting. Behavior-wise, it seemed healthy as could be. He decided that if there was something wrong with it, it could be addressed later. He had more pressing things to worry about.

Actually, no. He didn't want to worry right then at all. There was nothing he could do before Kevin finished analyzing the arm, so until he got the call to come back, it was just him and the baby.

He tried making some funny faces at the larva, pushing his nose right against the glass as he did so. It giggled and clapped its hands together. He was only able to keep it up for a minute before he was laughing too hard to continue.

"You know, you need a name," he said to it, leaning in to scrutinize it. "What should we call you..."

* * *

"Where's Ben?"

Kevin shrugged at Gwen's question. "I called him five minutes ago, he said he'd be right up."

"Which means he probably won't be up for a while." Although she sounded annoyed, she was secretly thankful; maybe she could get some work done while they waited. She began rifling through her physics textbooks to find the magnetism practice problems.

As soon as she was ready to get to work, the door opened and Ben waltzed in.

"Sorry I'm late," he announced. "Got sidetracked."

"With what?" Kevin asked.

Ben shrugged and rested his hands on the table which the arm sat on. "Figure anything out?"

Based on his refusal to answer, everyone present assumed that Ben had been with the larva, and that assumption was correct. Kevin smirked and was about to comment, but Gwen cut him off with a glare. "Blukic and Driba managed to extract the instructions that the bot was running on. It was supposed to take the larva to some specific coordinates on the planet Yutande. Probably where Psyphon is hiding out."

"Yutande?" Ben furrowed his eyebrows in thought. "Where's that?"

"Right smack dab in the middle of Plumber airspace," Kevin answered, taking out his Plumber badge and bringing up a hologram of the planet. "It's a neutral planet, mostly used for trade and diplomatic meetings.

Ben examined the model, noting the space stations orbiting the planet. Definitely Plumber operated, based on the huge emblems decorating their hulls. "Sounds like a dumb place to hide."

"That's what we thought," he replied. "Until we realized that there's a huge treaty signing going on at the planet's capital. Security is tight all around the city, but the rest of the planet is virtually unguarded right now."

Gwen shrugged. "You've got to admit, it's the last place any of us would think to look."

"Well, if the place is already swarming with Plumbers, does that mean we're done?" Ben took a step away from the table. Something had been bugging him to leave since they had started talking about Psyphon.

"Don't get too excited." Gwen flicked her hand across the hologram, spinning it so that Ben could see the capital city. Floating over it was an awfully familiar spaceship.

He leaned in, eyes wide. "Incurseans? I thought you said this was a peace treaty."

"It is," she said with a tone of dry humor. "The Lewodans are convinced that they're going to break though to the Incursean's 'better nature' somehow. Needless to say no one's expecting it to end well, so all Plumber personnel in the area are wrapped up in battle preparations."

"Plus I doubt either side would be too thrilled about a secret Plumber mission happening on their treaty signing planet," Kevin added. "The Plumbers are obligated to share the activities of all their galactic agents to the diplomats, so the Lewodans and Incurseans would no doubt find out. But technically us three count as local Earth agents, so the Plumbers don't have to tell anyone squat if they send us."

Ben's shoulders drooped. "So it's all up to us again, isn't it?"

"I though you'd be psyched," Gwen said.

"I dunno." He shrugged. "I guess I was looking forward to a day off."

While Kevin busied himself with planning their travel route on his badge, Gwen pulled Ben to the side and spoke to him in a low voice. "That doesn't sound like the Ben Tennyson I know. Everything alright?"

"Yeah," he said, but his downcast eyes betrayed that answer. He wasn't sure, to be honest. There had been a vague stress growing in his stomach ever since that morning.

"Is this about Big Chill's other kids?"

He tried to say no, but he knew she would see right through him. Of course it was about the larvae. He stayed silent.

She put her hand on her cousin's shoulder in a comforting gesture. "Look, if Psyphon has them, we'll free them. If he doesn't... well, we can find them another way. Whatever happens, I promise I'll do everything I can to help."

Ben glanced back up at her, then smiled slightly. "Thanks." It didn't make his anxiety fade completely, but was good to hear nonetheless.

"So I have a question." Kevin, apparently oblivious to that last exchanged, approached his other teammates. "Assuming Psyphon does have the other Necrofriggians, what do we do once we get them?"

"We bring them back into the sun's orbit where they belong," Gwen said. "Maybe keep them at Plumber HQ for a while if any of them are injured."

"I'm pretty sure they've still got a daycare here," Ben added. He remembered Grandpa leaving him there once back when he was 11, but he didn't want to mention that incident. "The larvae can stay there until they're all ready to go back out together."

"And what about the one we've got?" Kevin asked. "We leaving it here or bringing it along? It could make pretty good bait."

Ben glowered at the other boy. "We're _not_ using Jack as bait." He waited for a response, but the others had fallen into silence. He raised an eyebrow, confused. "What?"

"_Jack_." Kevin stared at him in disbelief. "You _named_ it?"

Ben's shoulders drooped as he realized what he had just let slip. He put the back of his hand to his mouth and swore to himself. "Maybe," he admitted.

He expected the other to start taunting him again, but Kevin didn't have that same smirk on his face. In fact, he was starting to look annoyed, angry even. Kevin opened his mouth to say something, but Gwen stopped him with a gentle hand on his shoulder. "Alright, you named it," she said, turning on her mediator voice. "But... why Jack?"

Ben put his hands in his pockets and shrugged. "You know, like Jack Frost. I mean, we've gotta call him something, right?"

Gwen sighed. "Fine, okay. His name's Jack." He glanced at Kevin again to make sure he had calmed down. "Anyway, I agree with Ben on this one. He's just a baby, we can't use use him as bait."

Before Kevin could ask another question, the doors wooshed open and Rook entered. He was slightly damp, but fully dressed, armed, and rearing to go. "The Proto-TRUK is ready whenever we decide to leave."

Ben smiled, thankful for the excuse to leave. "Awesome. Let's go."

As they filed out of the room and towards the docking bay, Rook fell back beside Ben and spoke a little too loud for Ben's liking. "If you're curious about where your child will be kept during the mission, it has been placed in an isolation chamber while its leg heals. Once it is able to move about comfortably, it will be transfered to the daycare and looked after by the staff there."

"Um, awesome," Ben replied, trying to ignore Kevin snickering in the background.

"Now that I think about it," Gwen interjected, "how are you going to make sure it stays in the daycare? I mean, can't it just phase through walls?"

The group stalled at the entrance to the docking bay, and Rook took a moment to open the door with his badge before answering. "Magister Tennyson says that Necrofriggians cannot phase through solids until they are at least three years old, Ben's larva is not nearly old enough."

Admittedly that fact did help Ben relax a bit; at least he didn't have to worry about Jack flying off. Before he could be content with having found a bright side to something in this mess, he realized that if Jack couldn't phase, none of the other larvae could either. And if Psyphon had the others...

"Yuta-whatever's not far, is it?" he asked as they all filed up the loading ramp into the Proto-TRUK.

"It's Yutande," Gwen corrected, "and the map said that it's a half hour journey with the kind of warp drive Kevin has."

Rook sat in the driver's seat, a smug little smile on his face. "We will be there in fifteen minutes."

"Good." Ben sat in the nearest seat and turned his head towards the window, ignoring whatever techie bickering just started up between Kevin and Rook. Fifteen minutes was alright, but it still felt like too long. He just wanted to kick some ass already.

* * *

Ten minutes into the flight, Kevin and Rook were still arguing about warp drives, Gwen had her face buried in a textbook, and Ben was going to ruin his pants if he didn't go to the bathroom soon. So much for waiting until he got there.

Ben gave up on his current round of Fruit Ninja, stuff his phone in his pocket, and walked over to the Proto-TRUK's pathetic excuse for a restroom. Even though Ben was scrawny compared to Rook, it was standing room only with little breathing room. He entered and closed the door, the bottoms of his pant legs barely avoiding being caught it in, and began to futz with the wide-flexible tube he was supposed to do his business in. This was why he hated space travel.

After a good two minutes of scrambling, he finished. Unfortunately, the relief was short lived, because when he moved to back out of the room, his elbow bumped against something coming out of the wall.

Something cold.


End file.
